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CONFORMED COPY
LOAN NUMBER 4498 SLO
Loan Agreement
(Real Estate Registration Modernization Project)
between
REPUBLIC OF SLOVENIA
and
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
Dated November 17, 1999
LOAN NUMBER 4498 SLO 
LOAN AGREEMENT 
AGREEMENT, dated November 17, 1999, between REPUBLIC OF SLOVENIA (the Borrower) 
and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank). 
WHEREAS (A) the Borrower, having satisfied itself as to the feasibility and 
priority of the project described in Schedule 2 to this Agreement (the Project), has 
requested the Bank to assist in the financing of the Project; 
(B) the Borrower intends to contract from the European Union (EU) PHARE Program 
a grant (the EU Grant) in an amount of three million Euro (Euro 3,000,000) to assist 
in financing of the Project on terms and conditions to be set forth in an agreement 
(the EU Grant Agreement) between the Government of the Borrower and EU PHARE; and 
WHEREAS the Bank has agreed, on the basis, inter alia, of the foregoing, to 
extend the Loan to the Borrower upon the terms and conditions set forth in this 
Agreement;
NOW THEREFORE the parties hereto hereby agree as follows:  
ARTICLE I 
General Conditions; Definitions
Section 1.01. The “General Conditions Applicable to Loan and Guarantee 
Agreements for Single Currency Loans” of the Bank, dated May 30, 1995 (as amended 
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through December 2, 1997) (the General Conditions) constitute an integral part of this 
Agreement.
Section 1.02. Unless the context otherwise requires, the several terms defined 
in the General Conditions and in the Preamble to this Agreement have the respective 
meanings therein set forth and the following additional terms have the following 
meanings: 
(a)
“Eligible Categories” means categories (1), (2), (3) and (4) set forth in 
the table in Part A.1 of Schedule 1 to this Agreement.  
(b)
“Eligible Expenditures” means the expenditures for goods and services 
referred to in Section 2.02 of this Agreement.  
(c)
“Euro” and “EUR” each means the lawful currency of the member states of 
the European Union that adopt the single currency in accordance with the Treaty 
establishing the European Community, as amended by the Treaty on European Union. 
(d)
“MAFF” means the Borrower’s Ministry of Agriculture, Forestry and Food. 
(e) 
“MOF” means the Borrower’s Ministry of Finance. 
(f)
“MOJ” means the Borrower’s Ministry of Justice. 
(g)
“Program Council” means the Borrower’s program council established 
pursuant to Government Resolution No. 460-11/98-1 (N) on October 1, 1998.
(h)
“Project Coordination Office” and “PCO” each means the project 
coordination office established within SMA (as defined hereinafter). 
(i)
“Project Management Report” means each report prepared in accordance with 
Section 4.02 of this Agreement. 
(j)
“SMA” means the Surveying and Mapping Authority within the Borrower’s 
Ministry of Environment and Physical Planning. 
(k)
“Special Account” means the account referred to in Part B of Schedule 1 
to this Agreement. 
(l)
“Supreme Court” means the Supreme Court of the Borrower. 
ARTICLE II 
The Loan 
Section 2.01. The Bank agrees to lend to the Borrower, on the terms and 
conditions set forth or referred to in the Loan Agreement, an amount equal to fourteen 
million and fifty thousand Euro (Euro 14,050,000). 
Section 2.02.  The amount of the Loan may be withdrawn from the Loan Account in 
accordance with the provisions of Schedule 1 to this Agreement for expenditures made 
(or, if the Bank shall so agree, to be made) in respect of the reasonable cost of 
goods and services required for the Project and to be financed out of the proceeds of 
the Loan and in respect of the fee referred to in Section 2.04 of this Agreement.
Section 2.03. The Closing Date shall be June 30, 2005, or such later date as the 
Bank shall establish. The Bank shall promptly notify the Borrower of such later date. 
Section 2.04. The Borrower shall pay to the Bank a fee in the amount of one 
hundred and forty thousand and five hundred Euro (Euro 140,500). On or promptly after 
the Effective Date, the Bank shall, on behalf of the Borrower, withdraw from the Loan 
Account and pay to itself the amount of said fee. 
Section 2.05. The Borrower shall pay to the Bank a commitment charge at the rate 
of three-fourths of one percent (3/4 of 1%) per annum on the principal amount of the 
Loan not withdrawn from time to time. 
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Section 2.06. The Borrower shall pay interest on the principal amount of the 
Loan withdrawn and outstanding from time to time in accordance with the provisions of 
Schedule 3 to this Agreement. 
Section 2.07. Interest and other charges shall be payable in arrears on April 15 
and October 15 in each year. 
Section 2.08. The Borrower shall repay the principal amount of the Loan in 
accordance with the provisions of Schedule 3 to this Agreement.
ARTICLE III 
Execution of the Project 
Section 3.01. (a) The Borrower declares its commitment to the objectives of the 
Project, and, to this end, shall carry out Part A of the Project through SMA; Part B 
of the Project through the Supreme Court; Part C of the Project through SMA; Part D of 
the Project through MAFF; Parts E and F of the Project through MOF; Part G of the 
Project through MOJ; and Part H through SMA, with due diligence and efficiency and in 
conformity with appropriate administrative, financial, technical, environmental and 
management practices, and shall provide, promptly as needed, the funds, facilities, 
services and other resources required for the Project. 
(b)
Without limitation upon the provisions of paragraph (a) of this Section 
and except as the Borrower and the Bank shall otherwise agree, the Borrower shall 
carry out the Project in accordance with the Implementation Program set forth in 
Schedule 5 to this Agreement. 
Section 3.02. Except as the Bank shall otherwise agree, procurement of the 
goods, technical services and consultants’ services required for the Project and to be 
financed out of the proceeds of the Loan shall be governed by the provisions of 
Schedule 4 to this Agreement.
Section 3.03. For the purposes of Section 9.08 of the General Conditions and 
without limitation thereto, the Borrower shall: 
(a)
prepare, on the basis of guidelines acceptable to the Bank, and furnish 
to the Bank not later than six (6) months after the Closing Date or such later date as 
may be agreed for this purpose between the Borrower and the Bank, a plan designed to 
ensure the sustainability of the Project; and
(b)
afford the Bank a reasonable opportunity to exchange views with the 
Borrower on said plan. 
ARTICLE IV 
Financial Covenants 
Section 4.01. (a) The Borrower shall maintain a financial management system, 
including records and accounts, and prepare financial statements in a format 
acceptable to the Bank, adequate to reflect the operations, resources and expenditures 
related to the Project.
(b)
The Borrower shall: 
(i)
have the records, accounts and financial statements referred to in 
paragraph 
(a) of this Section and the records and accounts for the 
Special Account for 
each fiscal year audited, in accordance with 
auditing standards acceptable to 
the Bank, consistently applied, by 
independent auditors acceptable to the 
Bank; 
(ii)
furnish to the Bank as soon as available, but in any case not 
later than six 
months after the end of each such year, (A) certified 
copies of the financial 
statements referred to in paragraph (a) of 
this Section for such year as so 
audited, and (B) an opinion on such 
statements, records and accounts and 
report of such audit, by 
said auditors, of such scope and in such detail as 
the Bank shall have 
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reasonably requested; and 
(iii)
furnish to the Bank such other information concerning such records 
and 
accounts, and the audit thereof, and concerning said 
auditors, as the Bank may 
from time to time reasonably request.
(c)
For all expenditures with respect to which withdrawals from the Loan 
Account were made on the basis of Project Management Reports or statements of 
expenditure, the Borrower shall: 
(i)
maintain or cause to be maintained, in accordance with paragraph 
(a) of this 
Section, records and separate accounts reflecting such 
expenditures; 
(ii)
retain, until at least one year after the Bank has received the 
audit report 
for the fiscal year in which the last withdrawal from the 
Loan Account was 
made, all records (contracts, orders, 
invoices, bills, receipts and other 
documents) evidencing such 
expenditures; 
(iii)
enable the Bank’s representatives to examine such records; and 
(iv)
ensure that such records and accounts are included in the annual 
audit 
referred to in paragraph (b) of this Section and that the 
report of such audit 
contains a separate opinion by said auditors 
as to whether the Project 
Management Reports or statements of 
expenditure submitted during such fiscal 
year, together with the 
procedures and internal controls involved in their 
preparation, 
can be relied upon to support the related withdrawals.
Section 4.02. (a) Without limitation upon the provisions of Section 4.01 of this 
Agreement, the Borrower shall carry out a time-bound action plan acceptable to the 
Bank for the strengthening of the financial management system referred to in paragraph 
(a) of said Section 4.01 in order to enable the Borrower, not later than June 30, 
2000, or such later date as the Bank shall agree, to prepare quarterly Project 
management reports, acceptable to the Bank, each of which: 
(i) 
(A) sets forth actual sources and applications of funds for the 
Project, both 
cumulatively and for the period covered by said 
report, and projected sources 
and applications of funds for the 
Project for the six-month period following 
the period covered by said 
report, and (B) shows separately expenditures 
financed out of the 
proceeds of the Loan during the period covered by said 
report 
and expenditures proposed to be financed out of the proceeds of the 
Loan during the six-month period following the period covered by said report; 
(ii)
(A) describes physical progress in Project implementation, both 
cumulatively 
and for the period covered by said report, and (B) explains 
variances between 
the actual and previously forecast implementation 
targets; and
(iii)  sets forth the status of procurement under the Project and 
expenditures under 
contracts financed out of the proceeds of the Loan, 
as at the end of the 
period covered by said report. 
(b)
Upon the completion of the action plan referred to in paragraph (a) of 
this Section, the Borrower shall prepare, in accordance with guidelines acceptable to 
the Bank, and furnish to the Bank not later than 45 days after the end of each 
calendar quarter a Project Management Report for such period. 
ARTICLE V 
Remedies of the Bank
Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the 
following additional events are specified: 
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(a)
The EU Grant shall have failed to become effective by June 30, 2000, or 
such later date as the Bank may agree; provided however that the provisions of this 
paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank 
that adequate funds are available to the Borrower from other sources on terms and 
conditions consistent with the obligations of the Borrower under this Agreement; and
(b)
(i)
(A) Subject to subparagraph (ii) of this paragraph, the right of 
the Borrower 
to withdraw the proceeds of any grant or loan made to the 
Borrower for the 
financing of the Project shall have been 
suspended, canceled or terminated in 
whole or in part, pursuant to the 
terms of the agreement providing therefor; 
or (B) any such loan shall 
have become due and payable prior to the agreed 
maturity 
thereof.
(ii)
Subparagraph (i) of this paragraph shall not apply if the Borrower 
establishes 
to the satisfaction of the Bank that: (A) such suspension, 
cancellation, 
termination or prematuring is not caused by 
the failure of the Borrower to 
perform any of its obligations 
under such agreement; and (B) adequate funds 
for the Project are 
available to the Borrower from other sources on terms and 
conditions 
consistent with the obligations of the Borrower under this 
Agreement.
Section 5.02. Pursuant to Section 7.01(k) of the General Conditions, the 
following additional events are specified; the events specified in Section 5.01  (a) 
(subject to the proviso thereto) and (b)(i)(B) (subject to the proviso of 
sub-paragraph (b)(ii)) shall occur.
ARTICLE VI 
Effective Date; Termination
Section 6.01. The following events are specified as additional conditions to the 
effectiveness of the Loan Agreement within the meaning of Section 12.01 (c) of the 
General Conditions:  
(a)
The PCO has been established with a Project administration officer and 
core staff appointed with qualifications, experience and terms of reference 
satisfactory to the Bank. 
(b)
The Program Council has been authorized to coordinate Project 
implementation. 
(c)
A financial management system satisfactory to the Bank has been 
established for the Project. 
(d)
Project implementation arrangements satisfactory to the Bank have been 
entered into between MOF and each of SMA, MOJ, the Supreme Court and MAFF. 
(e)
An independent auditor acceptable to the Bank has been appointed to carry 
out audits required under the Project. 
(f)
A draft annual budget for the Borrower’s fiscal year 2000 (FY 2000) has 
been submitted to the Parliament of the Borrower showing proposed budgetary 
allocations for SMA, MOF, MOJ and MAFF in respect of Project expenditures for FY 2000 
in amounts agreed with the Bank. 
Section 6.02. The date ninety (90) days after the date of this Agreement is 
hereby specified for the purposes of Section 12.04 of the General Conditions. 
ARTICLE VII 
Representative of the Borrower; Addresses 
Section 7.01. The Minister of Finance of the Borrower is designated as 
representative of the Borrower for the purposes of Section 11.03 of the General 
Conditions.
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Section 7.02. The following addresses are specified for the purposes of Section 
11.01 of the General Conditions:
For the Borrower:
Ministry of Finance
Zupanciceva ulica 3
Ljubljana
Republic of Slovenia
For the Bank:
International Bank for
   Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable address:
Telex:
INTBAFRAD
248423 (MCI) or
Washington, D.C.
 64145 (MCI)
IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized 
representatives, have caused this Agreement to be signed in their respective names in 
Ljubljana, Republic of Slovenia, as of the day and year first above written.
REPUBLIC OF SLOVENIA
By /s/ Mitja Gaspari 
Authorized Representative
INTERNATIONAL BANK FOR
   RECONSTRUCTION AND DEVELOPMENT
By /s/ Roger Grawe 
Acting Regional Vice President 
Europe and Central Asia
SCHEDULE 1
Withdrawal of the Proceeds of the Loan 
A.
General
1. 
The table below sets forth the Categories of items to be financed out of the 
proceeds of the Loan, the allocation of the amounts of the Loan to each Category and 
the percentage of expenditures for items so to be financed in each Category:
Amount of the
   % of
Loan Allocated
Expenditures
Category
    (Expressed in Euro)
to be Financed
(1)
Goods
   260,000
54%
(2)
Technical services
 7,670,000
54%
(3)
Consultants'
services and training
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(a) for Parts A through
 2,200,000
54%
G of the Project
(b) for Part H of the
 Project
 1,040,000
100%
(4)
Incremental
Operating Costs
 1,400,000
100%
(5)
Fee
   140,500
Amount due under
Section 2.04 of this
Agreement 
(6)
Unallocated
 1,339,500
 _________
TOTAL
14,050,000
==========
2.
For the purposes of this Schedule: 
(a)
the term “technical services” means contracts for the production of 
digital orthophoto maps, and digital cadastral maps; database development, data 
collection, data entry, data processing, and map interpretation; database linkages 
between the land and building registries and other government agencies; the carrying 
out of surveys of land, buildings and apartments; backlog mitigation for the title 
registration system; appraisal of land and other property; and support for 
implementing a new property tax system; and 
(b)
the term “incremental operating costs” means the operating costs of the 
PCO which would not have been incurred absent the Project and includes office 
furniture, equipment and supplies, cost of transportation (including mileage allowance 
for staff), staff salaries (other than salaries of government officials) and the cost 
of any audits to be carried out under the Project.
3.
Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be 
made in respect of payments made for expenditures prior to the date of this Agreement. 
4.
The Bank may require withdrawals from the Loan Account to be made on the basis 
of statements of expenditure for expenditures for: (i) goods under contracts costing 
less than $300,000 equivalent each; (ii) technical services under contracts costing 
less than $200,000 equivalent each; (iii) contracts for consulting firms costing less 
than $100,000 equivalent each; (iv) contracts for individual consultants costing less 
than $25,000 equivalent each; and (v) incremental operating costs and training, under 
such terms and conditions as the Bank shall specify by notice to the Borrower. 
B.
Special Account 
1.
The Borrower shall open and maintain in Euro a special deposit account in its 
Central Bank, on terms and conditions satisfactory to the Bank.
2.
After the Bank has received evidence satisfactory to it that the Special Account 
has been opened, withdrawals from the Loan Account of amounts to be deposited into the 
Special Account shall be made as follows:
(a)
until the Bank shall have received: (i) the first Project Management 
Report referred to in Section 4.02(b) of this Agreement; and (ii) a request from the 
Borrower for withdrawal on the basis of Project Management Reports, withdrawals shall 
be made in accordance with the provisions of Annex A to this Schedule 1; and
(b)
upon receipt by the Bank of a Project Management Report pursuant to 
Section 4.02 (b) of this Agreement, accompanied by a request from the Borrower for 
withdrawal on the basis of Project Management Reports, all further withdrawals shall 
be made in accordance with the provisions of Annex B to this Schedule 1. 
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3.
Payments out of the Special Account shall be made exclusively for Eligible 
Expenditures.  For each payment made by the Borrower out of the Special Account, the 
Borrower shall, at such time as the Bank shall reasonably request, furnish to the Bank 
such documents and other evidence showing that such payment was made exclusively for 
Eligible Expenditures.
4.
Notwithstanding the provisions of Part B.2 of this Schedule, the Bank shall not 
be required to make further deposits into the Special Account:
(a)
if the Bank determines at any time that any Project Management Report 
does not adequately provide the information required pursuant to Section 4.02 of this 
Agreement;
(b)
if the Bank determines at any time that all further withdrawals should be 
made by the Borrower directly from the Loan Account; or
(c)
if the Borrower shall have failed to furnish to the Bank within the 
period of time specified in Section 4.01 (b)(ii) of this Agreement, any of the audit 
reports required to be furnished to the Bank pursuant to said Section in respect of 
the audit of (A) the records and accounts for the Special Account, or (B) the records 
and accounts reflecting expenditures with respect to which withdrawals were made on 
the basis of Project Management Reports. 
5.
The Bank shall not be required to make further deposits into the Special Account 
in accordance with the provisions of Part B.2 of this Schedule if, at any time, the 
Bank shall have notified the Borrower of its intention to suspend in whole or in part 
the right of the Borrower to make withdrawals from the Loan Account pursuant to 
Section 6.02 of the General Conditions.  Upon such notification, the Bank shall 
determine, in its sole discretion, whether further deposits into the Special Account 
may be made and what procedures should be followed for making such deposits, and shall 
notify the Borrower of its determination.
6.
(a)
If the Bank determines at any time that any payment out of the Special 
Account was made for an expenditure which is not an Eligible Expenditure, or was not 
justified by the evidence furnished to the Bank, the Borrower shall, promptly upon 
notice from the Bank, provide such additional evidence as the Bank may request, or 
deposit into the Special Account (or, if the Bank shall so request, refund to the 
Bank) an amount equal to the amount of such payment.  Unless the Bank shall otherwise 
agree, no further deposit by the Bank into the Special Account shall be made until the 
Borrower has provided such evidence or made such deposit or refund, as the case may 
be.
(b)
If the Bank determines at any time that any amount outstanding in the 
Special Account will not be required to cover payments for Eligible Expenditures 
during the six-month period following such determination, the Borrower shall, promptly 
upon notice from the Bank, refund to the Bank such outstanding amount.
(c)
The Borrower may, upon notice to the Bank, refund to the Bank all or any 
portion of the funds on deposit in the Special Account.
(d)
Refunds to the Bank made pursuant to sub-paragraph (a), (b) or (c) of 
this paragraph 6 shall be credited to the Loan Account for subsequent withdrawal or 
for cancellation in accordance with the provisions of the Loan Agreement.
Annex A to SCHEDULE 1
Operation of Special Account When Withdrawals Are Not 
Made On the Basis of Project Management Reports
1.
For the purposes of this Annex: the term “Authorized Allocation” means an amount 
equivalent to Euro 2,700,000 to be withdrawn from the Loan Account and deposited into 
the Special Account pursuant to paragraph 2 of this Annex; provided, however, that 
unless the Bank shall otherwise agree, the Authorized Allocation shall be limited to 
an amount equivalent to Euro 1,350,000 until the aggregate amount of withdrawals from 
the Loan Account, plus the total amount of all outstanding special commitments entered 
into by the Bank pursuant to Section 5.02 of the General Conditions shall equal or 
exceed the equivalent of Euro 5,400,000.
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2.
Withdrawals of the Special Account’s Authorized Allocation and subsequent 
withdrawals to replenish the Special Account shall be made as follows: 
(a)
For withdrawals of the Special Account’s Authorized Allocation, the 
Borrower shall furnish to the Bank a request or requests for deposit into the Special 
Account of an amount or amounts which in the aggregate do not exceed the Authorized 
Allocation.  On the basis of each such request, the Bank shall, on behalf of the 
Borrower, withdraw from the Loan Account and deposit into the Special Account such 
amount as the Borrower shall have requested. 
(b)
For replenishment of the Special Account, the Borrower shall furnish to 
the Bank requests for deposit into the Special Account at such intervals as the Bank 
shall specify. Prior to or at the time of each such request, the Borrower shall 
furnish to the Bank the documents and other evidence required pursuant to Part B.3 of 
Schedule 1 to this Agreement for the payment or payments in respect of which 
replenishment is requested. On the basis of each such request, the Bank shall, on 
behalf of the Borrower, withdraw from the Loan Account and deposit into the Special 
Account such amount as the Borrower shall have requested and as shall have been shown 
by said documents and other evidence to have been paid out of the Special Account for 
Eligible Expenditures. Each such deposit into the Special Account shall be withdrawn 
by the Bank from the Loan Account under one or more of the Special Account’s Eligible 
Categories.
3.
The Bank shall not be required to make further deposits into the Special 
Account, once the total unwithdrawn amount of the Loan minus the total amount of all 
outstanding special commitments entered into by the Bank pursuant to Section 5.02 of 
the General Conditions in respect of expenditures to be financed out of the proceeds 
of the Loan, shall equal the equivalent of twice the amount of the Special Account’s 
Authorized Allocation. Thereafter, withdrawal from the Loan Account of the remaining 
unwithdrawn amount of the Loan shall follow such procedures as the Bank shall specify 
by notice to the Borrower.  Such further withdrawals shall be made only after and to 
the extent that the Bank shall have been satisfied that all such amounts remaining on 
deposit in the Special Account as of the date of such notice will be utilized in 
making payments for Eligible Expenditures.
Annex B to SCHEDULE 1
Operation of Special Account When Withdrawals Are Made 
On the Basis of Project Management Reports
1.
Except as the Bank may otherwise specify by notice to the Borrower, all 
withdrawals from the Loan Account shall be deposited by the Bank into the Special 
Account in accordance with the provisions of Schedule 1 to this Agreement. Each such 
deposit into the Special Account shall be withdrawn by the Bank from the Loan Account 
under one or more of the Special Account’s Eligible Categories. 
2.
Each application for withdrawal from the Loan Account for deposit into the 
Special Account shall be supported by a Project Management Report.
3.
Upon receipt of each application for withdrawal of an amount of the Loan, the 
Bank shall, on behalf of the Borrower, withdraw from the Loan Account and deposit into 
the Special Account an amount equal to the lesser of: (a) the amount so requested; and 
(b) the amount which the Bank has determined, based on the Project Management Report 
accompanying said application, is required to be deposited in order to finance 
Eligible Expenditures during the six-month period following the date of such report; 
provided, however, that the amount so deposited, when added to the amount indicated by 
said Project Management Report to be remaining in the Special Account, shall not 
exceed the equivalent of Euro 2,700,000.
SCHEDULE 2 
Description of the Project 
The objective of the Project is to improve the efficiency and effectiveness of 
real estate administration systems in the Republic of Slovenia.
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The Project consists of the following parts, subject to such modifications 
thereof as the Borrower and the Bank may agree upon from time to time to achieve such 
objectives:
Part A:
Land and Building Cadastre
Provision of goods, technical services, consultants’ services and training for: 
(a)
the production of orthophoto maps and improved digital cadastre maps; 
(b)
the interpretation of orthophoto maps, data entry of building information 
and creation of a database for the building register; and 
(c)
creation of a data interface between the computer systems of SMA and  
user-agencies. 
Part B:
Land Register
Provision of goods, technical services, consultants’ services and training: 
(a)
to assist in clearing the backlog of title registrations in about 44 
county court registers; and 
(b)
for the creation of a data-interface between the computer systems of the 
Supreme Court and SMA.
Part C:
Apartment Registration Development 
Development of a methodology for the rapid registration of apartments through 
the carrying out of pilot projects, preparation of a legislative and policy framework 
and the provision of goods, consultants’ services, training and technical services.
Part D:
Agricultural Land Use Monitoring 
Provision of technical services, goods, consultants’ services and training for 
the  development and implementation of an agricultural land-use monitoring system in 
compliance with the requirements of the EU’s Common Agricultural Policy. 
Part E:
Real Estate Tax and Valuation Systems Development
Development of a real estate property tax system and an associated real estate 
valuation system through the provision of goods, technical services, consultants’ 
services and training for: 
(a)
the development of the legislative and policy framework; 
(b)
the carrying out of pilot evaluations of properties and compilation of 
tax rolls in selected municipalities agreed with the Bank; and 
(c)
institutional development in MOF and selected municipalities and the 
development of a public relations strategy.
Part F:
Housing Finance and Mortgage Reform 
Development of the legal framework related to the housing sector including 
mortgages through the provision of consultants’ services and training.
Part G:
Legal Framework for Property Ownership 
Development of the legal framework for property ownership and registration 
through the provision of consultants’ services and training.
Part H:
Project Coordination Support and Strategic Studies  
(a)
Provision of technical assistance, training and goods to the PCO to 
support  the PCO in the implementation of the Project including the carrying out of 
audits required under the Project.
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(b)
Provision of consultants’ services to the PCO for the development of a 
strategy for: (i) information technology and management; and (ii) cost recovery for 
the land registration system and the land and building cadastre. 
* * * 
The Project is expected to be completed by December 31, 2004.
SCHEDULE 3 
Interest and Principal Repayment Provisions 
A.
General Definitions
For purposes of this Schedule, the following terms have the following meanings: 
(a)
“Disbursed Amount” means, in respect of each Interest Period, the 
aggregate principal amount of the Loan withdrawn from the Loan Account in such 
Interest Period. 
(b)
“Interest Period” means the initial period from and including the date of 
this Agreement to, but excluding, the first Interest Payment Date occurring 
thereafter, and after the initial period, each period from and including an Interest 
Payment date to, but excluding, the next following Interest Payment Date. 
(c)
“Interest Payment Date” means any date specified in Section 2.07 of this 
Agreement. 
(d)
“Rate Fixing Date” means, for each Disbursed Amount, the first day of the 
Interest Period next following the Interest Period in which such Disbursed Amount is 
withdrawn. 
B.
Interest 
1.
The principal amount of the Loan shall be divided into Disbursed Amounts.  
Interest shall accrue on each Disbursed Amount outstanding from time to time at a rate 
based on a floating rate index prior to its Rate Fixing Date and at a fixed rate from 
its Rate Fixing Date, as described in paragraph 2 of this Part B.
2.
(a)
From the date of withdrawal of each amount of each Disbursed Amount 
withdrawn and outstanding, to but not including the Rate Fixing Date for such 
Disbursed Amount, interest on each such amount shall accrue, at a rate equal to the 
applicable: 
(i)
LIBOR Base Rate; plus 
(ii)
LIBOR Total Spread.
(b)
From the Rate Fixing Date for each Disbursed Amount until final repayment 
thereof, interest on such Disbursed Amount shall accrue, at a rate equal to the 
applicable: 
(i)
Fixed Base Rate; plus 
(ii)
Fixed Total Spread.
3.
For purposes of paragraph 2 of this Part B, the following terms have the 
following meanings: 
(a)
“LIBOR Base Rate” means, for the Interest Period in which a Disbursed 
Amount is withdrawn, the London interbank offered rate for six-month deposits in Euro 
for value the first day of such Interest Period (or, in the case of the initial 
Interest Period, for value the day occurring on the Interest Payment Date preceding 
the first day of such Interest Period), as reasonably determined by the Bank and 
expressed as a percentage per annum.
(b)
“LIBOR Total Spread” means, for the Interest Period in which each 
Page  12
Disbursed Amount is withdrawn: 
(i)
three-fourths of one percent (3/4 of 1%); 
(ii)
minus (or plus) the weighted average margin, for such Interest 
Period, below 
(or above) the London interbank offered rates, or 
other reference rates, for 
six-month deposits, in respect of the 
Bank's outstanding borrowings or 
portions thereof allocated by the 
Bank to fund single currency loans or 
portions thereof made by 
it that include such Disbursed Amount for such 
Interest 
Period; as reasonably determined by the Bank and expressed as a 
percentage per annum. 
(c)
“Fixed Base Rate” means, for each Disbursed Amount, the equivalent of the 
London interbank offered rate for six-month deposits in Euro for value on the Rate 
Fixing Date for such Disbursed Amount, expressed as a single fixed interest rate based 
on the fixed interest rates corresponding to the repayment installments of such 
Disbursed Amount, as reasonably determined by the Bank and expressed as a percentage 
per annum.
(d)
“Fixed Total Spread” means, for each Disbursed Amount: 
(i)
three-fourths of one percent (3/4 of 1%); 
(ii)
minus (or plus) the cost margin, applicable on the Rate Fixing 
Date for such 
Disbursed Amount, below (or above) the London 
interbank offered rates, or 
other reference rates, for 
six-month deposits, in respect of the Bank's 
outstanding 
borrowings or portions thereof allocated to fund single currency 
loans 
or portions thereof made by it that include such Disbursed Amount; plus 
(iii)
the Bank's risk spread applicable on the Rate Fixing Date for such 
Disbursed 
Amount; as reasonably determined by the Bank and expressed 
as a percentage per 
annum. 
4.
The Bank shall notify the Borrower of LIBOR Base Rate, LIBOR Total Spread, Fixed 
Base Rate and Fixed Total Spread applicable to each Disbursed Amount, promptly upon 
the determination thereof. 
5.
Whenever, in light of changes in market practice affecting the determination of 
the interest rates referred to in this Schedule, the Bank determines that it is in the 
interest of its borrowers as a whole and of the Bank to apply a basis for determining 
the interest rates applicable to the Loan other than as provided in this Schedule, the 
Bank may modify the basis for determining the interest rates applicable to amounts of 
the Loan not yet withdrawn upon not less than six (6) months' notice to the Borrower 
of the new basis. The new basis shall become effective on the expiry of the notice 
period unless the Borrower notifies the Bank during said period of its objection 
thereto, in which case said modification shall not apply to the Loan.
C.
Repayment 
1.
Subject to the provisions of paragraph 2 of this Part C, the Borrower shall 
repay each Disbursed Amount of the Loan in semiannual installments payable on each 
April 15 and October 15, the first such installment to be payable on the seventh (7th) 
Interest Payment Date following the Rate Fixing Date for such Disbursed Amount and the 
last such installment to be payable on the eighteenth (18th) Interest Payment Date 
following the Rate Fixing Date for such Disbursed Amount. Each installment shall be 
one-twelfth (1/12) of such Disbursed Amount. 
2.
Notwithstanding the provisions of paragraph 1 of this Part C, if any installment 
of principal of each Disbursed Amount would, pursuant to the provisions of said 
paragraph 1, be payable after April 15, 2014, the Borrower shall also pay on said date 
the aggregate amount of all such installments. 
3.
After each Disbursed Amount shall have been withdrawn, the Bank shall promptly 
notify the Borrower  of the amortization schedule for such Disbursed Amount.
Page  13
SCHEDULE 4
Procurement 
Section I.
Procurement of Goods and Technical Services
Part A:
General 
Goods and technical services shall be procured in accordance with the provisions 
of Section I of the “Guidelines for Procurement under IBRD Loans and IDA Credits” 
published by the Bank in January 1995 and revised in January and August 1996, 
September 1997 and January 1999 (the Guidelines) and the following provisions of 
Section I of this Schedule.
Part B:
International Competitive Bidding 
Except as otherwise provided in Part C of this Section, goods and technical 
services shall be procured under contracts awarded in accordance with the provisions 
of Section II of the Guidelines and paragraph 5 of Appendix 1 thereto.
Part C:
Other Procurement Procedures  
1.
National Competitive Bidding 
Technical services estimated to cost less than $300,000 equivalent per contract, 
up to an aggregate amount not to exceed $1,740,000 equivalent, may be procured under 
contracts awarded in accordance with the provisions of paragraphs 3.3 and 3.4 of the 
Guidelines. 
2.
International Shopping 
(a)
Goods estimated to cost less than $200,000 equivalent per contract, up to 
an aggregate amount not to exceed $270,000 equivalent, may be procured under contracts 
awarded on the basis of international shopping procedures in accordance with the 
provisions of paragraphs 3.5 and 3.6 of the Guidelines. 
(b)
Technical services estimated to cost less than $200,000 equivalent per 
contract, up to an aggregate amount not to exceed $250,000 equivalent, may be procured 
under contracts awarded on the basis of international shopping procedures in 
accordance with the provisions of paragraphs 3.5 and 3.6 of the Guidelines. 
3.
National Shopping 
(a)
Goods estimated to cost less than $75,000 equivalent per contract, up to 
an aggregate amount not to exceed $30,000 equivalent, may be procured under contracts 
awarded on the basis of national shopping procedures in accordance with the provisions 
of paragraphs 3.5 and 3.6 of the Guidelines.
(b)
Technical services estimated to cost less than $75,000 equivalent per 
contract, up to an aggregate amount not to exceed $80,000 equivalent, may be procured 
under contracts awarded on the basis of national shopping procedures in accordance 
with the provisions of paragraphs 3.5 and 3.6 of the Guidelines.
Part D:
Review by the Bank of Procurement Decisions 
1.
Procurement Planning 
Prior to the issuance of any invitations to bid for contracts, the proposed 
procurement plan for the Project shall be furnished to the Bank for its review and 
approval, in accordance with the provisions of paragraph 1 of Appendix 1 to the 
Guidelines. Procurement of all goods and technical services shall be undertaken in 
accordance with such procurement plan as shall have been approved by the Bank, and 
with the provisions of said paragraph 1. 
2.
Prior Review
(a)
With respect to: (i) all contracts for technical services awarded in 
Page  14
accordance with the provisions of Part B of this Schedule; and (ii) the first contract 
for technical services awarded in accordance with the provisions of Part C.1 of this 
Schedule, the procedures set forth in paragraphs 2 and 3 of Appendix 1 to the 
Guidelines shall apply.
(b)
With respect to: (i) the first contract for goods; and (ii) the first 
contract for technical services, awarded in accordance with the provisions of each of 
Parts C.2 and C.3, the following procedures shall apply: 
(i)
prior to the selection of any supplier under shopping procedures, 
the Borrower 
shall provide to the Bank a report on the comparison and 
evaluation of 
quotations received; 
(ii)
prior to the execution of any contract procured under shopping 
procedures, the 
Borrower shall provide to the Bank a copy of the 
specifications and the draft 
contract; and 
(iii)
the procedures set forth in paragraphs 2 (f), 2 (g) and 3 of 
Appendix 1 to the 
Guidelines shall apply. 
3.
Post Review
With respect to each contract not governed by paragraph 2 of this Part, the 
procedures set forth in paragraph 4 of Appendix 1 to the Guidelines shall apply. 
Section II.
Employment of Consultants
Part A:
General
Consultants’ services shall be procured in accordance with the provisions of the 
Introduction and Section IV of the “Guidelines:  Selection and Employment of 
Consultants by World Bank Borrowers” published by the Bank in January 1997 and revised 
in September 1997 and January 1999 (the Consultant Guidelines) and the following 
provisions of Section II of this Schedule.
Part B:
Quality- and Cost-based Selection
Except as otherwise provided in Part C of this Section, consultants’ services 
shall be procured under contracts awarded in accordance with the provisions of Section 
II of the Consultant Guidelines, paragraph 3 of Appendix 1 thereto, Appendix 2 
thereto, and the provisions of paragraphs 3.13 through 3.18 thereof applicable to 
quality- and cost-based selection of consultants.
Part C:
Other Procedures for the Selection of Consultants  
1.
Least-cost Selection
Services for the carrying out of audits under the Project estimated to cost less 
than $230,000 equivalent in aggregate may be procured under contracts awarded in 
accordance with the provisions of paragraphs 3.1 and 3.6 of the Consultant Guidelines.
2.
Individual Consultants
Services for tasks that meet the requirements set forth in paragraph 5.1 of the 
Consultant Guidelines shall be procured under contracts awarded to individual 
consultants in accordance with the provisions of paragraphs 5.1 through 5.3 of the 
Consultant Guidelines.
Part D:
Review by the Bank of the Selection of Consultants 
1.
Selection Planning 
Prior to the issuance to consultants of any requests for proposals, the proposed 
plan for the selection of consultants under the Project shall be furnished to the Bank 
for its review and approval, in accordance with the provisions of paragraph 1 of 
Appendix 1 to the Consultant Guidelines.  Selection of all consultants’ services shall 
be undertaken in accordance with such selection plan as shall have been approved by 
Page  15
the Bank, and with the provisions of said paragraph 1. 
2.
Prior Review
(a)
With respect to each contract estimated to cost the equivalent of 
$200,000 or more, the procedures set forth in paragraphs 1, 2 (other than the second 
subparagraph of paragraph 2 (a)) and 5 of Appendix 1 to the Consultant  Guidelines 
shall apply.
(b) 
With respect to each contract estimated to cost the equivalent of 
$100,000 or more, the procedures set forth in paragraph 1.2 (other than the second 
subparagraph of paragraph 2 (a)) and 5 of Appendix 1 to the Consultant  Guidelines 
shall apply.
(c)
With respect to each contract for the employment of individual 
consultants estimated to cost the equivalent of $25,000 or more, the qualifications, 
experience, terms of reference and terms of employment of the consultants shall be 
furnished to the Bank for its prior review and approval.  The contract shall be 
awarded only after the said approval shall have been given. 
3.
Post Review
With respect to each contract not governed by paragraph 2 of this Part, the 
procedures set forth in paragraph 4 of Appendix 1 to the Consultant Guidelines shall 
apply.
SCHEDULE 5 
Implementation Program
1.
The Borrower shall maintain the PCO until the completion of the Project, and 
ensure that the PCO functions at all times and in accordance with procedures, under 
terms of reference, and with staff including a Project administration officer, and 
budgetary resources necessary to meet the objectives of the Project and satisfactory 
to the Bank.  
2.
The Borrower shall maintain the Program Council until completion of the Project 
to coordinate Project implementation with members and terms of reference satisfactory 
to the Bank.
3.
The Borrower shall ensure that the Supreme Court introduces service performance 
standards for the registration of undisputed transfers of land title so that the 
maximum processing time would be reduced in accordance with the following timetable: 
(i) by December 31, 2000, 90 working days; (ii) by June 30, 2001, 50 working days; 
(iii) by December 31, 2001, 20 working days; (iv) by December 31, 2002, 15 working 
days; (v) by December 31, 2003, 10 working days; and (vi) by December 31, 2004, 6 
working days. 
4.
No later than June 30, 2001, the Borrower shall complete and submit to the Bank 
for its review a draft cost recovery strategy for SMA and the land registration system 
under Part H of the Project, which shall establish fee levels linked to the service 
provided; and, no later than June 30, 2002, the Borrower shall adopt and implement 
said strategy, as agreed with the Bank.  
5.
The Borrower shall, no later than June 30, 2000, develop and submit to the Bank 
for its review a draft strategy for information technology and information management 
for the SMA, MAFF, the Supreme Court and MOF; and, no later than December 31, 2001, 
adopt and implement said strategy as agreed with the Bank.
6.
By June 30, 2000, the Borrower shall develop procedures and issue regulations 
delineating the respective responsibilities of SMA and the Supreme Court in the title 
registration system. 
7.
The Borrower shall, during Project implementation,  issue any necessary security 
clearances required to allow maps of the territory of the Borrower to be processed 
outside the territory of the Borrower in a timely manner and at a reasonable 
transaction cost and shall ensure that SMA facilitates the issuance of such security 
Page  16
clearances.
8.
The Borrower shall: (i) no later than June 30, 2002, submit to the Bank for its 
review a revised draft of the real property tax law reflecting the results of the 
pilot activities undertaken under Part E of the Project; and (ii) no later than 
December 31, 2002, submit to Parliament such revised draft law for approval. 
9.
The Borrower shall: (i) no later than June 30, 2002, submit to the Bank for its 
review revised draft laws or amendments to existing laws providing for the 
registration of an individual apartment without the need to register all the 
apartments in the building in which it is located; and (ii) no later than December 31, 
2002, submit such draft laws or amendments to Parliament for approval. 
10.
Without limitation upon any of its obligations under Section 3.01 of this 
Agreement, the Borrower shall ensure that sufficient annual allocations will be made 
in the Borrower’s budget for the Borrower’s counterpart contribution to the costs of 
the Project in such amounts as agreed with the Bank.
11.
The Borrower shall:
(a)
maintain policies and procedures adequate to enable it to monitor and 
evaluate on an ongoing basis, in accordance with indicators acceptable to the Bank, 
the carrying out of the Project and the achievement of the objectives thereof;
(b)
prepare, under terms of reference satisfactory to the Bank, and furnish 
to the Bank, on or about April 30, 2002, a report integrating the results of the 
monitoring and evaluation activities performed pursuant to paragraph (a) of this 
Section, on the progress achieved in the carrying out of the Project during the period 
preceding the date of said report and setting out the measures recommended to ensure 
the efficient carrying out of the Project and the achievement of the objectives 
thereof during the period following such date; and 
(c)
review with the Bank, by June 30, 2002, or such later date as the Bank 
shall request, the report referred to in paragraph (b) of this Section, and, 
thereafter, take all measures required to ensure the efficient completion of the 
Project and the achievement of the objectives thereof, based on the conclusions and 
recommendations of the said report and the Bank’s views on the matter. 
12.
The Borrower shall submit to the Bank on a quarterly basis commencing three (3) 
months from the date of effectiveness of this Agreement and until Project completion, 
progress reports integrating the results of the monitoring and evaluation activities 
performed pursuant to paragraph 10 (a) of this Schedule.